TNT’s Vision 2015: Separation Proposal Mail & Express

* TNT NV will demerge Express and thereafter only contain Mail activities
* Financial stake of 29.9% retained by TNT NV to cover separation requirements
* Retained stake by TNT NV to be returned to shareholders as soon as possible


* Strengthening existing business and expanding into adjacent market segments
o From European Express into high-end standard parcels and freight; increasing value-added services
o In Emerging Platforms enhance domestic services to day/time-definite Express and further grow intercontinental volumes
* New reporting segmentation: Europe & MEA, ASPAC, Americas and Other Networks
* Current trading continues 3Q 2010 trends; tangible indications from yield-improvement initiatives
* 2011 and 2015 revenue and EBIT guidance
* New Board of Management Express with Marie-Christine Lombard as CEO and Bernard Bot as CFO


* Discussions with unions continue; adherence to the need for Master plan savings remains
* Managing for cash and long-term opportunities
o Optimise cash flow in the face of ongoing addressed mail volumes declines
o Expanding activities in areas with core competencies
* New reporting segmentation: Mail in the Netherlands, International and Parcels
* Current trading continues 3Q 2010 trends
* New Board of Management announced, headed by CEO Harry Koorstra


* Internal legal and organisational separation will be completed on 1 January 2011
* Positive advice received from works councils
* Transaction to be proposed to General meeting of shareholders planned for May 2011, including appointments to the new Executive and Supervisory Boards
* Second interim dividend targeted for March 2011
* Peter Bakker will remain CEO of TNT until completion of the demerger


‘Today, after the most thoughtful preparations, we announce the capital markets transaction that will separate TNT into two strong and successful companies. The proposal realises all stakeholder objectives in a low-risk and efficient demerger transaction and provides shareholders the opportunity to invest in two sector leaders. The value of the 29.9% financial minority stake of Express retained by Mail, required to realise the demerger, will be returned to shareholders as soon as possible, up to the level allowed by Mail’s targeted credit rating. I am pleased to announce that TNT has obtained all the required positive advices from its relevant works councils.

Express and Mail today also present robust plans for the future. In Europe, Express has identified profitable growth opportunities in high-end standard parcels and freight and in sector-specific value-added solutions. In emerging markets, Express will continue to lead the way in the development of day-certain express services and further grow its intercontinental business.

Mail Netherlands is currently hampered by an ongoing lack of agreement with the unions on the social consequences of the Master plan restructuring. Discussions with unions are constructive and continuing, while in the meantime the government-appointed investigator has commenced his work. Therefore, TNT today only presents a business update for Mail focusing on the situation in the Netherlands and highlighting the attractive developments in its Parcels and International activities.

Finally, it is a great pleasure to introduce today the top management teams of Express and Mail. Together with them, I will realise the separation plans we are outlining here today and that will be proposed to the General meeting of shareholders planned for May 2011.’

‘Peter Bakker has been with TNT for almost 20 years, of which the last ten as CEO. Under Peter’s leadership, TNT has been shaped into a strong, professional, responsible, industry leading organisation with a great reputation for corporate responsibility: a company to be truly proud of.

As a logical next step in the evolution of TNT, Peter has – over the past year – professionally and effectively led the process to split TNT into separate Mail and Express companies, which the Supervisory Board fully endorses.

Peter has decided to pursue other opportunities after the completion of TNT’s demerger. With high quality management teams for both Mail and Express in place, Peter’s departure at that moment will be logical. Until then, Peter is fully committed and mandated to lead the company towards the completion of the demerger.

The Supervisory Board regrets Peter’s decision, but we respect and understand his decision just as we respect and highly appreciate Peter’s great contribution to TNT over such a long period.’

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